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Credit Agreement - GREEN PLAINS RENEWABLE ENERGY, - 8-3-2011

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					                                                                                                                         Exhibit 10.6

                                                    THIRD AMENDMENT TO
                                                     CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is entered into to be effective as of June 30, 
2011 (the “ Effective Date ”), among GREEN PLAINS CENTRAL CITY LLC, a Delaware limited liability company (“ GPCC ”),
GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company (“ Holdings ” and together with GPCC the “ Borrower ”),
AGSTAR FINANCIAL SERVICES, PCA (“ AgStar ”) and the other commercial, banking or financial institutions whose
signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (collectively, the “ 
Banks ”), and AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as Administrative Agent for itself and
the other Banks (“ Agent ”).

                                                            RECITALS

     A. Borrower, Agent, and the Banks entered into a Credit Agreement dated as of July 2, 2009, a First Amendment to Credit 
Agreement dated as of December 31, 2010, and a Second Amendment to Credit Agreement dated as of June 30, 2011 (as 
amended, restated or otherwise modified from time to time, the “ Credit Agreement ”) under which the Banks agreed to extend
certain financial accommodations to Borrower.

     B. At the request of Borrower, the Banks have agreed to make certain modifications to the Credit Agreement, all in
accordance with the terms and conditions of this Amendment.

     C. All terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

                                                           AGREEMENT

     NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. Credit Agreement Amendments .

           a. As of the Effective Date, subsections Section 2.03(a), (b), (l), (m) and (n) shall be amended, restated and replaced as 
follows, the remaining subsections found in Section 2.03 shall remain unchanged: 
                 (a) Term Revolving Loan . Subject to the terms and conditions set forth in this Agreement, the Banks agree to
                 make one or more Term Revolving Loan Advances to GPCC on a revolving basis, during the period beginning
                 on the Closing Date and ending on the Business Day immediately preceding the Term Revolving Loan
                 Maturity Date (the “ Term Revolving Loan Termination Date ”), in an aggregate principal amount outstanding
                 at any one time not to exceed Thirty Million Five Hundred Thousand and No/100 Dollars ($30,500,000.00). The
                 Term Revolving Loan shall mature and be due and payable in full at 12:00 P.M. (Minneapolis, Minnesota time)
                 on the Term Revolving Loan Maturity Date. Term Revolving Loan Advances borrowed, repaid or
  
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                                                                                                           Exhibit 10.6
  
     prepaid may be reborrowed at any time prior to the Term Revolving Loan Termination Date; provided that at no
     time shall the amounts restricted for use as the Required Debt Service Reserve Amount plus all outstanding
     Term Revolving Loan Advances exceed the Term Revolving Loan Commitment amount.
     (b) Purpose . Term Revolving Loan Advances shall be used to fund and maintain the Required Debt Service
     Reserve Amount, for payments under Section 2.22, including repayment of the Term Loan, and for cash and 
     inventory management purposes of GPCC. The Borrowers agree that the proceeds of the Term Revolving Loan
     are to be used only for the purposes set forth in this Section 2.03(b). 

                                                   ***

     (l) Unused Commitment Fee . GPCC agrees to pay to the Agent for the account of each Bank a commitment fee,
     without duplication, on (i) the Required Debt Service Reserve Amount and (ii) on the average daily unused 
     portion of such Bank’s Revolving Commitment from the Closing Date until the Term Revolving Loan
     Termination Date, at the rate of twenty-five (25) basis points on a per annum basis, payable in arrears in 
     quarterly installments payable on the first (1 st ) day of each third month after the Closing Date during the term 
     of such Bank’s Revolving Commitment, and on the Term Revolving Loan Termination Date. For purposes of
     this Agreement, the unused portion of a Bank’s Revolving Commitment for any measurement period shall be
     the positive difference, if any, of (a) the average daily amount of such Bank’s Revolving Commitment, minus
     (b) the Bank’s Pro Rata Share of the average daily outstanding Term Revolving Loan Advances but shall not,
     for purposes of this Section 2.03(l) only, be deemed utilized by any Swingline Advances unless the Banks’ 
     participations therein are funded in accordance with Section 2.05. 
     (m) Restriction on Amount For Required Debt Service Reserve Amount . Notwithstanding anything to the
     contrary in this Section 2.03, as of July 1, 2011, a portion of the unused Term Revolving Loan Commitment (in 
     an amount equal to three monthly payments of principal and interest due under the Term Loan) shall be
     restricted for use as the Required Debt Service Reserve Amount; and Borrowers hereby authorize Agent to
     make Advances from time to time against such amount, without further notice to the Borrowers, in such
     amounts and for the purposes set forth in Section 2.22. 
     (n) Mandatory Prepayments . If at any time during the term of this Agreement, the amount of the Term
     Revolving Loan Commitment restricted for use as the Required Debt Service Reserve Amount is less than the
     next three monthly payments of principal and interest due under the Term Loan, the Borrowers shall prepay the
     Term Revolving Loan, no later than five (5) Business Days after such non-compliance occurs, in an amount
     equal to the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term
     Revolving Loan Advances exceed the Term Revolving Loan Commitment.
  
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                                                                                                                 Exhibit 10.6
  
     b. As of the Effective Date, Section 2.22 shall be amended, restated and replaced as follows: 
           Section 2.22. Debt Service Reserve . On or before July 1, 2011, a portion of the unused Term Revolving Loan 
           Commitment (in an amount equal to three monthly payments of principal and interest due under the Term Loan)
           shall be restricted for use as set forth in this Section 2.22, which amount may vary from time to time due to 
           changes in monthly principal and interest payments due on the Term Loan, but shall at no time be less than the
           next three monthly payments of principal and interest due on the Term Loan (the “ Required Debt Service
           Reserve Amount” ). If at any time during the term of this Agreement, the amount of the Term Revolving Loan
           Commitment restricted for use as the Required Debt Service Reserve Amount is less than the next three
           monthly payments of principal and interest due under the Term Loan, the Borrowers shall: (A) no later than five 
           (5) Business Days after such non-compliance occurs, prepay the Term Revolving Loan in an amount equal to
           the amount by which the sum of the Required Debt Service Reserve Amount and all outstanding Term
           Revolving Loan Advances exceed the Term Revolving Loan Commitment, (B) during the period Borrower has 
           not fulfilled (A) above, make no Distributions, including Distributions or payments otherwise permitted under 
           Sections 5.02(b), 5.02(k) or 5.02(l), and (C) make no other payments to its Affiliates, including accounts payable 
           or other amounts. As and when any Obligation is past due, after any applicable grace or cure periods have
           expired, the Agent in its sole discretion, may make one or more Advances on the Term Revolving Loan for
           credit to its own account to be held for the benefit of the Banks in the amount of the then past due Obligation.
           Notwithstanding the foregoing, Agent shall have no obligation to make any such Advance: (i) if an Event of 
           Default has occurred and is continuing, or (ii) for any purpose other than that for which the Debt Service 
           Reserve was established; provided, however, that if an Event of Default has occurred and is continuing, the
           Agent in its sole discretion may make Advances on the Term Revolving Loan for the payment of any
           Obligation then past due in such order and manner as is consistent with the Agent’s obligations set forth in
           this Agreement. Advances made on the Term Revolving Loan by the Agent under this Section 2.22, may be 
           made without the requirement of any consent by or notice to the Borrowers. Borrowers recognize and
           acknowledges that its obligation to pay required Obligations are absolute and unconditional and it is not
           dependent upon the Debt Service Reserve being available to make payment on any Obligation, and nothing
           herein shall be construed to negate or modify the Borrowers’ absolute and unconditional obligation to pay the
           Obligations in accordance with the terms and conditions of this Agreement and the other Loan Documents.
  
                                                           3
                                                                                                                       Exhibit 10.6
  

      2. Limited Waiver . Subject to the terms and conditions set forth in this Amendment, the Banks, by and through the
Agent, hereby waive any default or Event of Default that has occurred or could be deemed to have occurred under Section 2.22 
of the Credit Agreement as a result of Borrowers failing to fund the Required Debt Service Reserve Amount in accordance with
the terms of section 2.22 of the Credit Agreement prior to the effectiveness of this Amendment.

      3. Effect on Credit Agreement . Except as expressly amended by this Amendment, all of the terms of the Credit Agreement
shall be unaffected by this Amendment and shall remain in full force and effect. Except as expressly stated herein, nothing
contained in this Amendment shall be deemed to constitute a waiver of any rights of the Banks or to affect, modify, or impair
any of the rights of the Banks as provided in the Credit Agreement.

    4. Conditions Precedent to Effectiveness of this Amendment . The obligations of the Banks hereunder are subject to the
conditions precedent that Agent shall have received the following, in form and substance satisfactory to Agent:

          a. this Amendment duly executed by Borrowers, Agent, and the Banks; and

          b. all other documents, instruments, or agreements required to be delivered to Agent under the Credit Agreement and
not previously delivered to Agent.

     5. Representations and Warranties of Borrower . Borrowers hereby agree with, reaffirm, and acknowledge as follows:

          a. The execution, delivery and performance by Borrowers of this Amendment is within Borrowers’ power, has been
duly authorized by all necessary action, and does not contravene: (i) the certificates of formation or operating agreements of 
Borrowers; or (ii) any law or any contractual restriction binding on or affecting Borrowers; and does not result in or require the 
creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties;

           b. This Amendment is, and each other Loan Document to which Borrowers are a party when delivered will be, legal,
valid and binding obligations of Borrowers enforceable against Borrowers in accordance with their respective terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of
creditor’s rights generally and by general principles of equity; and

        c. All other representations, warranties and covenants contained in the Credit Agreement and the other Loan
Documents are true and correct and in full force and effect.

      6. Counterparts . It is understood and agreed that this Amendment may be executed in several counterparts each of which
shall, for all purposes, be deemed an original and all of which, taken together, shall constitute one and the same agreement even
though all of the parties hereto may not have executed the same counterpart of this Amendment. Electronic delivery of an
executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart to
this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and
duly authorized, as of the date first above written.

                                [SIGNATURE PAGE TO IMMEDIATELY FOLLOW THIS PAGE]
  
                                                                 4
                                                                                      Exhibit 10.6
  
                                               SIGNATURE PAGE TO
                                     THIRD AMENDMENT TO CREDIT AGREEMENT
                                                 BY AND AMONG
                                    GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                      GREEN PLAINS HOLDINGS LLC (as Borrower),
                                  AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                   THE BANKS

                                         Dated to be effective as of June 30, 2011 
BORROWER:

GREEN PLAINS CENTRAL CITY LLC,
a Delaware limited liability company
  
         /s/ Ron B. Gillis
By: Ron B. Gillis
Its: EVP Finance, Treasurer

and

GREEN PLAINS HOLDINGS LLC,
a Delaware limited liability company
  
         /s/ Ron B. Gillis
By: Ron B. Gillis
Its: EVP Finance, Treasurer
  
                                                             5
                                                                                Exhibit 10.6
  
                                         SIGNATURE PAGE TO
                               THIRD AMENDMENT TO CREDIT AGREEMENT
                                           BY AND AMONG
                              GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                GREEN PLAINS HOLDINGS LLC (as Borrower),
                            AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                             THE BANKS

                                   Dated to be effective as of June 30, 2011 

AGENT:

AGSTAR FINANCIAL SERVICES, PCA,
as Administrative Agent
  
         /s/ Mark Schmidt
By: Mark Schmidt
Its: Vice President

AGSTAR, as a Bank

AGSTAR FINANCIAL SERVICES, PCA ,
  
         /s/ Mark Schmidt
By: Mark Schmidt
Its: Vice President
  
                                                       6
                                                                                      Exhibit 10.6
  
                                               SIGNATURE PAGE TO
                                     THIRD AMENDMENT TO CREDIT AGREEMENT
                                                 BY AND AMONG
                                    GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                      GREEN PLAINS HOLDINGS LLC (as Borrower),
                                  AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                   THE BANKS

                                         Dated to be effective as of June 30, 2011 

1st FARM CREDIT SERVICES, PCA/FLCA, as a Bank
  
         /s/ Dale A. Richardson
By: Dale A. Richardson
Its: VP Illinois Capital Markets Group
  
                                                             7
                                                                                      Exhibit 10.6
  
                                               SIGNATURE PAGE TO
                                     THIRD AMENDMENT TO CREDIT AGREEMENT
                                                 BY AND AMONG
                                    GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                      GREEN PLAINS HOLDINGS LLC (as Borrower),
                                  AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                   THE BANKS

                                         Dated to be effective as of June 30, 2011 

AGCOUNTRY FARM CREDIT SERVICES, FLCA, as a Bank
  
         /s/ James F. Baltezore
By: James F. Baltezore
Its: Vice President
  
                                                             8
                                                                                    Exhibit 10.6
  
                                             SIGNATURE PAGE TO
                                   THIRD AMENDMENT TO CREDIT AGREEMENT
                                               BY AND AMONG
                                  GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                    GREEN PLAINS HOLDINGS LLC (as Borrower),
                                AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                 THE BANKS

                                       Dated to be effective as of June 30, 2011 

AGFIRST FARM CREDIT BANK, as a Bank
  
         /s/ Bruce B. Fortner
By: Bruce B. Fortner
Its: Vice President
  
                                                           9
                                                                                         Exhibit 10.6
  
                                               SIGNATURE PAGE TO
                                     THIRD AMENDMENT TO CREDIT AGREEMENT
                                                 BY AND AMONG
                                    GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                      GREEN PLAINS HOLDINGS LLC (as Borrower),
                                  AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                   THE BANKS

                                            Dated to be effective as of June 30, 2011 

BADGERLAND FINANCIAL, ACA, as a Bank
  
         /s/ Larry Coulthard
By: Larry Coulthard
Its: VP Loan Participations & Capital Markets 
  
                                                               10
                                                                                 Exhibit 10.6
  
                                          SIGNATURE PAGE TO
                                THIRD AMENDMENT TO CREDIT AGREEMENT
                                            BY AND AMONG
                               GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                 GREEN PLAINS HOLDINGS LLC (as Borrower),
                             AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                              THE BANKS

                                    Dated to be effective as of June 30, 2011 

COFINA FINANCIAL, LLC, as a Bank
  
         /s/ Brian Legried
By: Brian Legried
Its: President
  
                                                       11
                                                                                        Exhibit 10.6
  


                                                 SIGNATURE PAGE TO
                                       THIRD AMENDMENT TO CREDIT AGREEMENT
                                                   BY AND AMONG
                                      GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                        GREEN PLAINS HOLDINGS LLC (as Borrower),
                                    AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                     THE BANKS

                                           Dated to be effective as of June 30, 2011 

FEDERAL AGRICULTURAL MORTGAGE CORPORATION, as a Bank
  
         /s/ Timothy L McLaughlin
By: Timothy L. McLaughlin
Its: Senior Credit Analyst
  
                                                              12
                                                                                   Exhibit 10.6
  
                                            SIGNATURE PAGE TO
                                  THIRD AMENDMENT TO CREDIT AGREEMENT
                                              BY AND AMONG
                                 GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                   GREEN PLAINS HOLDINGS LLC (as Borrower),
                               AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                THE BANKS

                                      Dated to be effective as of June 30, 2011 

FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Bank
  
         /s/ Ralph M. Bowman
By: Ralph M. Bowman
Its: Vice President
  
                                                         13
                                                                                 Exhibit 10.6
  
                                          SIGNATURE PAGE TO
                                THIRD AMENDMENT TO CREDIT AGREEMENT
                                            BY AND AMONG
                               GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                 GREEN PLAINS HOLDINGS LLC (as Borrower),
                             AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                              THE BANKS

                                    Dated to be effective as of June 30, 2011 

FIRST NATIONAL BANK OF OMAHA, as a Bank
  
         /s/ Fallon Savage
By: Fallon Savage
Its: Vice President
  
                                                       14
                                                                                    Exhibit 10.6
  
                                             SIGNATURE PAGE TO
                                   THIRD AMENDMENT TO CREDIT AGREEMENT
                                               BY AND AMONG
                                  GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                    GREEN PLAINS HOLDINGS LLC (as Borrower),
                                AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                                 THE BANKS

                                       Dated to be effective as of June 30, 2011 

MLIC ASSET HOLDINGS LLC, as a Bank
BY: TRANSMOUNTAIN LAND & LIVESTOCK COMPANY 
ITS: MANAGER
  
         /s/ Barry L. Bogseth
By: Barry L. Bogseth
Its: Vice President
  
                                                          15
                                                                                 Exhibit 10.6
  


                                          SIGNATURE PAGE TO
                                THIRD AMENDMENT TO CREDIT AGREEMENT
                                            BY AND AMONG
                               GREEN PLAINS CENTRAL CITY LLC (as Borrower),
                                 GREEN PLAINS HOLDINGS LLC (as Borrower),
                             AGSTAR FINANCIAL SERVICES, PCA (AS AGENT), AND
                                              THE BANKS

                                    Dated to be effective as of June 30, 2011 

UNITED FCS, PCA, as a Bank
  
         /s/ Joy B. Remer
By: Joy B. Remer
Its: VP Financial Analyst
  
                                                       16